"The lead-up, I was so relaxed, I just couldn't work out why I was so calm and, I don't know, it was like it was meant to be.

"Everything just fell into place. I was going to stay on the back of the ones in front of me, and a gap opened up, behind Trip To Paris, and I thought, "Well, I'm going to take that one" and he was travelling that well coming around the corner, he was actually pulling at the 600 and 700 and when he burst to the front.

"(Trainer) Darren (Weir) had drilled it into me, count to ten, and I was trying to wait as long as I could but I had a full horse underneath me and he burst to the front.

"This is everybody's dream as a jockey in Australia and now probably the world.

"And I dreamt about it from when I was 5 years old and there is an interview from my school friends, they were teasing me about, when I was about 7, and I said, "I'm going to win the Melbourne Cup" and they always give me a bit of grief about it and I can't believe we've done it.

"To think that Darren Weir has given me a go and it's such a chauvinistic sport, I know some of the owners were keen to kick me off, and John Richards and Darren stuck strongly with me.

"I put in all the effort I could and galloped him all I could because I thought he had what it takes to win the Melbourne Cup and I can't say how grateful I am to them, and I want to say to everyone else, get stuffed, because women can do anything and we can beat the world."

WHAT news.com had to say about Prince of Penzanze - "Every year, there are always a couple of Melbourne Cup horses which couldn't win the race with a 100m headstart and a jet pack on their rear felocks."

LONG shot Prince of Penzance, trained by Darren Weir, stormed to the finish line to beat English stayer Max Dynamite, with Australian weight-for-age star Criterion finishing in third place.

The success was also a first Cup for champion Victorian trainer Weir.

Payne is the youngest of 10 children whose family is steeped in racing.

Her brother Patrick was a Cox Plate-winning jockey, while her brother Stevie was the strapper for the horse and picked barrier one.

Payne was having her second ride in the great race.

Her only other ride was aboard Allez Wonder who finished 16th in 2009.

Payne said it was a dream come true to win the Cup.

"I lay in bed last night and I gave my chances, and I had time to think and dream about it and I imagined myself talking to Channel 7 after this race - unbelievable," she said.

"It's like a dream come true. This horse is awesome.

"What he has been through, unbelievable training to get him here like this today.

"When I won on this horse as a three-year-old, he won here and I thought, "This is a Melbourne Cup horse" and he just felt like he would run the two miles that strong but, far out, I didn't think he would be that strong.

"He was still towing me into the straight and when he let go, Darren said to count to 10 and I was trying to count, but I didn't count, I was just hoping it was long enough and he just burst to the front and he was powering through the line. That is just unbelievable."

"This is just awesome,'' a jubilant Hayne said after winning the Melbourne Cup.

"He just burst to the front and was powering to the line.

"It's just unbelievable.''

"He went a bit steady, and I had to give him a bit of a dig that I didn't want to, to stir him up, and I think Joao Moreira was a bit annoyed with me, because he was trying to get to the fence and I was in there, and we travelled quite strong the whole way.

"He didn't really get to rest but he was still in a rhythm and from the 1,000, everything just opened up

"I got on to the back of Trip To Paris, she took me into the race, I was actually clipping his heels, I was going that good, but I didn't want to check him and then he just got into the straight and burst clear and it was unreal."

Payne rode Darren Weir-trained outsider Prince Of Penzance, originally rated a $71 chance after finishing a close second to The United States in the recent Moonee Valley Cup.

Payne has ridden the horse in all bar one of its 23 race starts, and Weir said he was hoping for a top 10 finish.

"Michelle knows the horse really well. She's ridden him for most of his career. From the good gate (barrier one) he should be sixth, seventh or eighth. Give him a chance to balance-up and hopefully he can run top 10," he said.

Opportunities for women jockeys in the Melbourne Cup are few and far between.

New Zealander Maree Lyndon was the first to ride in the great race, coming in second last on Argonaut Style in 1987.

The first Australian female to get a shot was highly talented South Australian Clare Lindop who was unplaced on outsider Debben in 2003.

Lindop's ability was recognised by the late Bart Cummings in 2008 when he gave her the ride on Moatize. The galloper finished a creditable sixth.

Michelle Payne on Prince of Penzance in the Melbourne Cup.AAP

Woman jockey gets her chance to ride in the big race

OPPORTUNITIES for women jockeys in the Melbourne Cup are few and far between.

New Zealander Maree Lyndon was the first to ride in the great race, coming in second last on Argonaut Style in 1987.

The first Australian female to get a shot was highly talented South Australian Clare Lindop who was unplaced on outsider Debben in 2003.

Lindop's ability was recognised by the late Bart Cummings in 2008 when he gave her the ride on Moatize. The galloper finished a creditable sixth.

Victorian hoop Michelle Payne has also experienced the thrill of riding a Cummings-trained horse in the Melbourne Cup. She rode Allez Wonder in 2009, finishing 16th behind Shocking.

Payne will have another chance today when she rides the Darren Weir-trained outsider Prince Of Penzance, rated a $71 chance after finishing a close second to The United States in the recent Moonee Valley Cup.

Payne (pictured) has ridden the horse in all bar one of its 23 race starts, and Weir said he was hoping for a top 10 finish.

"Michelle knows the horse really well. She's ridden him for most of his career. From the good gate (barrier one) he should be sixth, seventh or eighth. Give him a chance to balance-up and hopefully he can run top 10," he said.

Weir has saddled up five runners in the race, with She's Archie finishing second to the mighty Makybe Diva in 2003.

He also had Signoff in the field last year, the gelding running a solid fourth to Protectionist.